John B. Sanfilippo & Son to Acquire Orchard Valley Harvest

The acquisition of OVH provides JBSS with meaningful product and packaging diversity and significant access to one of the fastest growing channels for nut and dried fruit products.

6 May 2010 --- John B. Sanfilippo & Son, Inc. announced that it has entered into a definitive agreement to acquire certain assets and assume certain liabilities of Orchard Valley Harvest, Inc. of Modesto, California (OVH) for $29.5 million in cash, plus additional future consideration of up to $10.5 million, which is contingent upon performance of the acquired business for the 2010 and 2011 calendar years, as more specifically described in the definitive agreement. The acquisition will be funded from excess availability in the JBSS bank credit facility. The acquisition is expected to close prior to the completion of JBSS’ current fiscal year ending June 24, 2010, subject to customary closing conditions and adjustments.

OVH is one of the nation’s leading suppliers of branded and private label nut and dried fruit products in the produce category.

“The acquisition of OVH fulfills a key pillar in JBSS’ five year strategic plan by significantly increasing our presence in the produce section of food retailers,” said Jeffrey T. Sanfilippo, Chairman and CEO of JBSS. “The perimeter of the store is where retailers have been increasingly focusing their time and investment and where consumers have more frequently been purchasing fruit and nut products. The acquisition of OVH provides JBSS with meaningful product and packaging diversity and significant access to one of the fastest growing channels for nut and dried fruit products. According to consumer data, as reported by a major market research firm, recent sales of nut and dried fruit products in the produce section have grown faster than in other sections of food retailers’ stores,” said Jeffrey Sanfilippo.

The acquisition of OVH is anticipated to add approximately $50.0 million to $60.0 million in incremental net sales on an annual basis. Based on OVH’s financial statements for its 2008 and 2009 calendar years1, OVH would have added approximately $.30 to $.40 per share to JBSS’ earnings per share for those periods.

The OVH financial statements referenced herein are unaudited and have not been prepared in accordance with Generally Accepted Accounting Principles (GAAP). The earnings per share amounts set forth herein may differ from the amounts included in pro forma financial statements when computed in accordance with GAAP, which will be filed on Form 8-K at a later date.

“The OVH management team is thrilled to become part of the JBSS family,” said Steve Kerr, President of OVH. “We are excited about the opportunity to leverage JBSS’ scale and position as the leading singularly focused provider of nut and nut-related solutions to expand OVH’s market reach in produce sections throughout the United States. With its unparalleled processing and distribution capabilities in Illinois to supplement our West Coast presence, JBSS is positioned to become the leading national fruit and nut provider to produce sections,” concluded Steve Kerr.

“The business that Steve Kerr, John Potter and the team at OVH have built over the last eight years is impressive,” said Jeffrey Sanfilippo. “OVH developed a successful business based upon a value added customer centric approach. It was this philosophy, which we share, coupled with OVH’s high quality and innovative product and packaging solutions, that attracted us to what we strongly believe is a natural and strategic complement to our current business. With OVH’s capabilities, JBSS is ideally positioned to be a leading supplier of a full suite of branded and private branded nut and nut-related products in the snack, baking and produce categories,” concluded Jeffrey Sanfilippo.